The acquisition, announced today, trumps Cablevision's $16.5 billion offer for Adelphia and brings more consolidation to the cable industry.

The acquisition could put more pressure on Verizon , SBC and other telecommunications companies by giving Comcast and Time Warner a wider audience for their fledgling Voice over IP services.

Under the agreement, Time Warner and Comcast will divvy-up 5.3 million Adelphia cable subscribers in 31 states -- with 1.8 million going to Comcast and 3.5 million to Time Warner.

Comcast and Time Warner also agreed to swap certain cable markets where it makes geographic sense. Comcast will also wind down an investment in Time Warner and Time Warner Entertainment.

"This option is superior to Adelphia emerging as a standalone company," Bill Schleyer, Adelphia's chairman and CEO, said in a statement. "It is also a positive outcome for our cable customers, who will benefit from continuing considerable investment in our cable assets."

In a conference call this morning, Comcast CEO Brian Roberts said the move will help expand his company's footprint in some fast-growing markets, including Washington, D.C., suburbs.

Comcast's experience with integrations should make the transition a smooth one for customers, Roberts said. He noted that this project is far less daunting than Comcast's acquisition of AT&T Broadband's 13 million subscribers in 2002.

Comcast expects to spend only $150 million over the next two years to upgrade the Adelphia networks it acquires. Adelphia said it has continued to invest in its infrastructure.

The purchase should close in nine to 12 months, pending approval from a bankruptcy court, the Department of Justice and the Federal Communications Commission.

Industry-watchers expect the transaction to face government scrutiny, but eventually be approved. There is competition in the television, content and broadband access markets, especially with telecom providers looking at high-speed offerings like IP television delivered over fiber.